Order: In the Matter of Portus Alternative Asset Management Inc. et al. - Boaz Manor

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, c. S.5, AS AMENDED

AND

IN THE MATTER OF

PORTUS ALTERNATIVE ASSET MANAGEMENT INC.,

PORTUS ASSET MANAGEMENT INC.,

BOAZ MANOR, MICHAEL MENDELSON,

MICHAEL LABANOWICH AND JOHN OGG

AND

IN THE MATTER OF

A SETTLEMENT AGREEMENT BETWEEN STAFF OF

THE ONTARIO SECURITIES COMMISSION AND

BOAZ MANOR

ORDER

(Sections 127(1))

WHEREAS on August 24, 2012, the Ontario Securities Commission (the "Commission") issued a Notice of Hearing pursuant to sections 127 of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act") in respect of Boaz Manor ("Manor");

AND WHEREAS Manor entered into a Settlement Agreement with Staff of the Commission dated August 27, 2012 (the "Settlement Agreement") in which Manor agreed to a proposed settlement of the proceeding commenced by the Notice of Hearing, subject to the approval of the Commission;

AND UPON reviewing the Settlement Agreement, and upon hearing submissions from counsel for Manor and from Staff of the Commission;

AND WHEREAS the Commission is of the opinion that it is in the public interest to make this Order;

IT IS HEREBY ORDERED THAT:

(a) the Settlement Agreement is approved;

(b) pursuant to clause 2 of subsection 127(1) of the Act, trading in any securities by Manor cease permanently;

(c) pursuant to clause 2.1 of subsection 127(1) of the Act, Manor is prohibited permanently from the acquisition of any securities with the exception that Manor is permitted to acquire securities in mutual funds and exchange traded funds through a registered dealer for the account of his Registered Retirement Savings Plan (as defined in the Income Tax Act (Canada));

(d) pursuant to clause 3 of subsection 127(1) of the Act, any exemptions contained in Ontario securities law do not apply to Manor permanently;

(e) pursuant to clause 6 of subsection 127(1) of the Act, Manor is reprimanded;

(f) pursuant to clauses 8, 8.2, and 8.4 of subsection 127(1) of the Act, Manor is prohibited permanently from becoming or acting as a director or officer of any issuer, registrant, or investment fund manager;

(g) pursuant to clause 8.5 of subsection 127(1) of the Act, Manor is prohibited permanently from becoming or acting as a registrant, as an investment fund manager or as a promoter; and

(h) pursuant to clause 10 of subsection 127(1) of the Act, Manor disgorge to the Commission $8,800,000 obtained as a result of his non-compliance with securities law, for allocation in accordance with subsection 3.4(2)(b)(i) of the Act to or for the benefit of third parties. Such amounts are to be distributed to security holders of Portus through the Receiver/Trustee KPMG Inc., if appropriate, or as otherwise directed by the Commission.

DATED AT TORONTO this 27^th day of August, 2012.